Design of a real-time line-scanning near-infrared hand-held confocal microscope is proposed, for the examination of histopathology in two situations: tissue in vivo (for clinical screening and diagnostics) and intra-surgically exposed tissue (to detect cancer lobules including cancer-to-normal tissue margins). In Phase I, a prototype will be built and tested for specifications that will cover the two applications: deep (100-500 microns) imaging of nuclear and cellular detail at high (1-5 microns) resolution, and superficial (10-100 microns) imaging of cancer lobules at moderate (5-10 microns) resolution. The imaging performance will be tested within skin, and include comparison of confocal images to histology. The first application is for skin disease/cancer (dermatology) but other tissues will be subsequently imaged as well. hi Phase Ii, the prototype will be packaged into a robust, user-friendly, inexpensive hand-held confocal microscope, and deployed at several hospitals for clinical and intra-surgical studies. Confocal imaging can potentially develop into a noninvasive method for examination of pathology in vivo. The intended users are physicians and surgeons, and the potential benefits to the patient are: painless (no biopsy or scarring), fast, less expensive and therefore significantly improved healthcare. PROPOSED COMMERCIAL APPLICATIONS: The hand-held confocal microscope will be used by primary care physicians, specialists such as dermatologists and otolaryngologists, surgeons in all specialties, and their supporting staff. When linked into a global telepathology network, the confocal images will be managed by pathologists. At a price of $10-20K, this technology linked with telemedicine will serve a world-wide market including developing and under-developed countries.